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Pay Terms
These Terms of Use ("Agreement") apply in addition to, and incorporate by reference, our Terms and Conditions applying to WBFG service as a whole ("T&C") specifically when you use WBFG Pay. This Agreement is a legal agreement between you or your business (if you are signing up on behalf of a corporation or other legal entity) (the "Merchant", "you", or "your") and WBFG LTD. ("WBFG ", "we", "us", or "our").

If there is a conflict or discrepancy between the T&C and this Agreement, this Agreement shall prevail (but only to the extent of any conflict or discrepancy).

"WBFG Account" means the account you established to use WBFG Service (as defined in the T&C).

"WBFG Pay Account" means your WBFG Pay account which you have set up via WBFG Pay and is part of your WBFG Account.

"Payment Network(s)" means a card network, clearing house, or other payment system through which payment transactions process, clear, or settle. Examples of Payment Networks include Visa Europe Ltd., Visa U.S.A., Inc., Visa Canada Inc. and Visa International (collectively, "Visa"), MasterCard International Incorporated ("MasterCard"), American Express, and the ACH transaction clearinghouses.

"Payment Processor" has the meaning given in 1(С) below.

"Transactions" means credit, debit, ACH, and other types of payments to you with respect to sales of your products or services initiated by your customers via the WBFG Pay platform. "Transactions" includes transactions to facilitate a reversal or chargeback of a Transaction.

Capitalized terms used in this Agreement but not otherwise defined in this Agreement shall have the definition provided in our T&C.

  1. WBFG Pay Payments
  1. WBFG 's Role

WBFG Pay is a service which allows for payment onboarding and payment underwriting and allows you to receive card and ACH payments (as well as payments via other payment methods supported from time to time by Paypal) from your customers for your products and services through your WBFG Pay Account. WBFG provides the technology and user portal for WBFG Pay, but payments are processed by our Payment Processor.We reserve the right to limit or cap, or to refuse to make or complete any payment Transaction requested or initiated through WBFG Pay, for any reason, in our sole discretion, without any liability or obligation to you. By using WBFG Pay you grant to us and we reserve the right to suspend or cancel any Transactions requested or initiated by you or your customers.In the event that a payment is suspended, reversed, charged back, or canceled (either by us or by another party, such as a card issuer), we reserve the right to offset those amount(s) by (a) withholding proceeds received from your Transactions, or (b) directly debiting the bank account associated with your WBFG Pay Account. We also reserve the right to withhold or collect any fees owed to us by either withholding proceeds or directly debiting the bank account associated with your WBFG Pay Account, and you authorize us, in our sole discretion, to withhold and/or collect from any such account(s) any fees or other amounts owed by you to WBFG .

  1. Support

We will use commercially reasonable efforts to provide you with support to help resolve issues relating to WBFG Pay (which will be consistent with our support obligations in our T&C). The Payment Processor has the sole and exclusive responsibility for the processing of Transactions (as described below), including the settlement of funds; however we will provide reasonable assistance in liaising between you and the Payment Processor. You are solely and exclusively responsible for providing support to your customers for all issues related to your products and services, including, but not limited to, issues arising from the processing of Transactions through WBFG Pay.

  1. The Payment Processor

The Payment Processor's role is to enable you to:

  • accept payments by, among other things, facilitating the clearing and settlement of Transactions, and

  • process payments, including credit card, debit card, and ACH payments, with respect to sales of your products and services through your WBFG Pay Account.

  • WBFG LTD is the Service Provider and Paypal is a Payment Processor. As per the agreement between the Service Provider and the Payment Processor, the Payment Processor is not affiliated with the Service Provider and its products. The Payment Processor only handles the payments.

  1. The Payment Processor is currently Paypal, a separate entity not affiliated with WBFG, which provides the technical services and processing of payments for WBFG Pay. By using WBFG Pay to process and settle Transactions, you are agreeing to the Legal Agreements to Paypal Services (Legal Agreements for PayPal Services). By accepting this Agreement and creating a WBFG Pay Account, you are agreeing to be bound by the Processor Terms, which is a legal agreement between you and the Payment Processor. The Payment Processor's obligations to you are governed by the Processor Terms, not by this Agreement. We are not a party to the Processor Terms and have no obligations to you under them. In particular, WBFG is not responsible for ensuring that funds for Transactions are transmitted to you in accordance with the Processor Terms. WBFG does not receive funds in connection with the settlement of Transactions and is not liable to you for settlements. We reserve the right to change the Payment Processor, or add additional Payment Processors at any time. By continuing to use WBFG Pay after we change or add a Payment Processor, you agree to be bound by the terms applicable to the new Payment Processor's services.

  2. Your Role You assume all responsibility for your and your authorized agents' and employees' use of WBFG Pay including any additional responsibilities as described in the Processor Terms. You are solely responsible for verifying the identity of your customers and the eligibility of payment methods used to pay for your products and services. WBFG does not guarantee or assume any liability for any Transactions authorized and completed that may later be reversed or charged back (as described below). You are solely responsible for all reversed or charged back Transactions regardless of the reason for, or timing of the reversal or chargeback. We or the Payment Processor may add or remove one or more types of Payment Networks or payment types, at our or the Payment Processor's sole discretion, at any time, without prior notice to you.

  3. Taxes You have sole and exclusive responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of WBFG Pay ("Taxes"). It is solely your responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority in the applicable jurisdiction(s). We are not obligated to, nor will we, determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority, arising from any Transaction. You will indemnify and hold us harmless from and against any and all liability related to Taxes, except for any taxes based on our net income. You agree that we may send you any Tax-related information electronically.

2. Using WBFG Pay
  1. Transaction and Activity Limits; Application and License You may only use WBFG Pay for business purposes in connection with the business identified by you in your WBFG Pay application.We reserve the right to establish limits on Transactions you may submit and impose other WBFG Pay Account activity limits. We will make reasonable efforts to notify you by email or other reasonable means (determined by us in our discretion) if your limits decrease, but you agree that we may impose and adjust these limits in our discretion, and are not required to notify you of limits we have established. In order to use WBFG Pay, you must apply to use WBFG Pay. We will review all applications to determine your eligibility to use WBFG Pay. We and the Payment Processor may reject or approve your application to use WBFG Pay at any time, for any reason or for no reason, in our sole and absolute discretion. You may request or may be approved for certain Transaction volume and activity limits. If you attempt to initiate Transactions outside your approved limits we reserve the right to reject the Transaction(s) and/or instruct the Payment Processor to hold the payout of such Transaction(s) for up to one-hundred and eighty (180) days from the date of the last Transaction processed under your terms with your customer, plus the period of any warranty, guarantee, and/or return policy on goods and/or services sold. We may request, and you shall provide us with, additional information (including but not limited to financial or business information) regarding your business. Failure to provide such information may result in us suspending or terminating your ability to use WBFG Pay, changes to your Transaction limits, or changes to your Payout Schedule (as defined in the Processor Terms). Upon approval of your application to use WBFG Pay, we grant you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use the WBFG Pay. This license shall terminate upon the earliest of: (i) the termination of your use of WBFG Pay; (ii) termination of this Agreement, (iii) termination of the Processor Terms; or (iv) termination of your WBFG Account as per the T&C. Neither this license nor any other part of this Agreement shall grant to you any rights in WBFG Pay or any other intellectual property rights, except for the limited license described herein.

  2. Restrictions You are required to comply with all applicable laws, rules, and regulations in connection with your use of WBFG Pay. Additionally, in conjunction with the requirements and restrictions of the T&C, you shall not: (i) permit any third party to access to the WBFG Pay Product the except as permitted in this Agreement or by the T&C; (ii) create derivative works based on WBFG Pay or the WBFG Service; (iii) copy, frame or mirror any part of the content of the WBFG Pay other than copying or framing for your internal business purposes; (iv) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or trade secrets for any part of WBFG Pay; (v) use WBFG Pay in a manner which violates applicable laws or regulations; (vi) circumvent or exceed the Transaction and activity limits we set; (vii) allow a customer to use a credit card directly or indirectly to obtain cash advances (including, e.g., by providing cash refunds for purchases paid by credit card, except to the extent permitted by applicable Payment Network Rules); (viii) submit any Transaction for processing that does not arise from sale of your goods or services to a customer; (ix) act as a payment intermediary or aggregator or otherwise resell WBFG Pay to or on behalf of any third party; (x) send what you believe to be potentially fraudulent authorizations or fraudulent Transactions; or (xi) use WBFG Pay in a manner that a Payment Network reasonably believes to be an abuse of the Payment Network or a violation of the Payment Network Rules. You further agree not to permit any unauthorized third party to do any of the following: (i) access or attempt to access our systems, programs, or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute, in any way, material from us; (iii) permit any third party to use and benefit from WBFG Pay via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of WBFG Pay; or (vi) use any tool to enable features or functionalities that are otherwise disabled in WBFG Pay. Additionally, you shall not submit directly or indirectly any Transaction which: (i) you know or should know is fraudulent, illegal, or not authorized; (ii) is outside the normal course of your business; or (iii) may be self-serving and/or not related to your business.

  3. Your Customers You will not impose any fee or surcharge on a customer for using a particular payment method if such fee or surcharge is prohibited by applicable law, Payment Network Rules, or the Processor Terms. WBFG Pay will automatically render a customer receipt for each Transaction; however, it is up to you to ensure that you provide an informational slip, invoice, or receipt to your customer at the conclusion of the Transaction that includes all information required under Payment Network Rules and applicable law or regulation. It is your responsibility to obtain your customers' consent and authorization to be billed for each Transaction (or, as the case may be, on a recurring basis) in compliance with applicable law and the applicable Payment Network Rules. You will also comply with all rules, regulations, and industry best practice guides regarding recurring payments. You will provide your customers with cancellation rights for authorized Transactions (including but not limited to recurring Transactions) to the extent required by applicable law, Payment Network Rules, or the Processor Terms.

  4. Data Security and Privacy i) Data privacy Your privacy and the protection of your data are very important to us. You acknowledge that you have received, read in full, and agree with the terms of our Privacy Policy, which is hereby incorporated into this Agreement. You also acknowledge that the Payment Processor is required to report your business name and the name of your principals to the Member Alert to Control High-Risk merchants list of MasterCard ("MATCH List") maintained by MasterCard and accessed and updated by American Express, to the VMAS database upheld by Visa Europe, and/or to the Consortium Merchant Negative File maintained by Discover, if applicable, pursuant to the requirements of the Payment Network Rules. You represent and warrant that you are in compliance and will remain in compliance with all applicable privacy laws and that you maintain a publicly accessible privacy policy that accurately discloses how you collect, use, and disclose personal data, including through WBFG Pay. Additionally, you represent to us that you have obtained all necessary rights and consents under applicable law to allow us and the Payment Processor to collect, use, retain, and disclose any data that you provide to, or authorize us to collect, including information that we may collect directly from you of your customers via cookies or other means and to use that data to provide WBFG Pay (e.g., to process Transactions and to screen for fraud or compliance purposes). You agree to provide us with copies of such policies and other documents, or other evidence of compliance with this paragraph, upon request. We collect information about your Transactions including:

    • Your customer's name and company name

    • Email address of your customers

    • Card details such as tokenized card number, expiration date, name on card, country, and zip code

    • Bank account details- tokenized account number and routing number

    • Billing address and shipping address

  5. By using WBFG Pay, you agree that WBFG may use information about your Transactions for its own internal purposes, including but not limited to product improvement and product development. The Payment Processor collects information about your Transactions as well. For more information about the Payment Processor's data practices, please see the Processor Terms. You are solely responsible for disclosing to your customers that we will collect and process their data by providing WBFG Pay to you, and that we may transmit or possess it outside of your or their jurisdiction, and that it may be subject to disclosure as required by applicable law. If you receive information about others through the use of WBFG Pay, you must keep such information secure and only use it in connection with your use of WBFG Pay. ii) WBFG Data Protection. Please see our Privacy Policy for information on how we protect and secure your data. iii) Your Data Security. You agree to comply with all applicable laws, regulations, and rules in connection with your use of WBFG Pay. Without limiting the generality of the foregoing, you agree that at all times you shall be compliant with applicable Payment Card Industry Data Security Standards ("PCI-DSS") and, as applicable, the Payment Application Data Security Standards ("PA-DSS"). You agree to immediately provide us with documentation evidencing your compliance with PCI-DSS and/or PA-DSS upon request and as applicable. You also agree that you will use only PCI-DSS and PA-DSS compliant service providers in connection with the storage or transmission of card information, including a cardholder's account number, expiration date, and CVV2. You must not store CVV2 data at any time. Information on PCI-DSS can be found on the PCI Council's website. It is your responsibility to comply with these standards and all the Payment Network Rules. iv) Suspicion of Unauthorized or Illegal Use We reserve the right not to proceed with any Transaction you submit that we believe violates this Agreement, or that may expose you, us, the Payment Processor, or any other third party to actual or potential risk or harm, including, but not limited to, fraud or other criminal or prohibited acts. By using WBFG Pay you are hereby granting us authorization to share information with law enforcement or regulatory authorities about you, your Transactions, or your WBFG Pay Account. v) Payment Network Rules The Payment Networks have established guidelines, bylaws, rules, and regulations referred to as the "Payment Network Rules". You are required to comply with all applicable Payment Network Rules. The Payment Network Rules for Visa, MasterCard, Discover, and American Express are available on the Internet at the following links: Visa, MasterCard, Discover, and American Express. The Payment Networks may amend the Payment Network Rules at any time and without notice to us or to you. We reserve the right to change this Agreement at any time, without prior notice to you, as may be necessary to comply with the Payment Network Rules. vi) Disclosures and Notices You agree that we can provide disclosures and notices, including tax forms, regarding WBFG Pay to you by (at our sole option) mailing or emailing such notices to you according to the information provided by you. Such disclosures and notices shall be considered to be received by you within twenty-four (24) hours of the time it is emailed or upon mailing, unless we receive notice that the email or mailing was not delivered. vii) Audit Rights If we believe that you have had a security breach, personal data breach, or other compromise of data may have occurred, we may require you to have a third-party auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to be provided to us and, at our discretion and applicability, to the Payment Processor, its Financial Services Provider, the Payment Networks, and law enforcement, at your sole cost and expense.

  6. Restricted Industries We do not allow certain industries to use WBFG Pay, due to restrictions by Payment Networks and the Payment Processor's requirements. This list (as maintained by the Payment Processor) represents (but is not exhaustive) businesses and business practices that are prohibited from using WBFG Pay. If you have any questions as to whether this list applies to you, please contact us.

3. Getting a WBFG Pay Account
  1. Eligibility and Application You must have a WBFG Account and be in good standing with WBFG to be eligible to apply to use WBFG Pay. To apply to use WBFG Pay for your business, you are required to register for both a WBFG Account and a WBFG Pay Account. When you register for a WBFG Pay Account, you are applying to use WBFG Pay. At a minimum, you must provide us with your name (if you are a sole proprietor), your business or trade name, your address, email, phone number, business identification or registration number, and any other information that we require. As described below, we reserve the right to request additional information before reviewing your application. We and the Payment Processor reserve the sole and exclusive right to reject or approve your application to use WBFG Pay.

  2. Company Descriptions and Site URL As part of your registration, you must provide the name under which you do business and a billing descriptor. These two fields and your site URL may appear in your customers' credit or debit card statements. To avoid customer confusion and Transaction disputes it is important that you enter a description that clearly identifies your business. You hereby agree to indemnify us for any costs, liabilities, losses, or expenses from disputes due to your failure to do so.

  3. Verification and Underwriting To verify your identity and assess your business risk, we may require you to provide information in addition to the information you provided when you applied for a WBFG Pay Account. The additional information may include, among other things, financial statements, business invoices, reseller authorization or distributor information, a driver's license or other government issued identification, or business license, for you or for any of the owners or principals of your business. We may request the information required to verify your identity and assess your business risk at any time after approving your use of WBFG Pay.Your failure to comply with any request for additional information, inspection or examination within five (5) days may result in denial of your application to use WBFG Pay or suspension or termination of your WBFG Pay Account.We reserve the right to hold funds and/or disable payouts in your WBFG Pay Account while awaiting the information requested above. WBFG may use your information to apply for card merchant acquiring accounts on your behalf with certain Payment Networks (such as American Express).After we have collected and verified all your information, we will review your application and make a determination if you are eligible to use WBFG Pay. We will notify you once your WBFG Pay Account has been either approved or deemed ineligible.By accepting the terms of this Agreement, you are providing us with authorization to retrieve information about you by using third parties, including credit bureaus and other information providers. You acknowledge that such information may include your name, address history, credit history, and other data about you. We may periodically update this information to determine whether you continue to meet the eligibility requirements for a WBFG Pay Account.You agree that we are permitted to contact and share information about you and your application (including whether you are approved or declined) and your WBFG Pay Account with the Payment Processor and other third parties in order to perform WBFG Payments. This includes sharing information: (i) about Transactions for regulatory or compliance purposes; (ii) for use in connection with the management and maintenance of WBFG Pay; (iii) to create and update our and their customer records about you, and to assist us and them in better serving you; and (iv) to conduct our and their risk management process.

4. Processing Transactions and Receiving Your Funds
  1. WBFG Pay Fees You agree to pay the fees for processing that are set out in your WBFG Pay Account, T&C, or other current payment schedule we provide to you, which are incorporated herein by reference (the "Processing Fees"). Processing Fees shall be collected from you by us in accordance with the available documentation.We reserve the right to change the Processing Fees at any time, and will provide you with at least thirty (30) days' prior notice which may be given by email, in your WBFG Pay Account, or through any other means we reasonably determine. If you continue to use WBFG Pay and the Payment Processor services after such thirty (30) days, then you are deemed to have accepted the change in Processing Fees as notified.

  2. Security Interest As security for performance of your obligations under this Agreement, you grant us a first priority lien and security interest on:(i) all funds processed and deposited into all Payout Accounts (as defined in the Processor Terms) and any other bank accounts associated with your WBFG Pay Account,(ii) your Reserve (as defined below), and(iii) any funds processed using the WBFG Pay.These security interests and liens will secure payment and performance of all of your obligations under this Agreement and any other agreements now existing or later entered into between us and you, including, without limitation, your obligation to pay any amounts due and owing to us. You will execute, deliver and pay the fees for any documents we request to create, perfect, maintain, and enforce this security interest.

  3. Our Collection Rights To the extent permitted by law, we may collect any obligations you owe us under this Agreement, including overdue fees owed to us for your use of our products and services, by deducting the corresponding amounts from your Reserve (as that term is defined below) or from funds payable to you arising from the settlement of Transactions. Processing Fees will be assessed at the time a Transaction is processed and will be first deducted from the funds you will receive for such Transaction. If these amounts are not sufficient to meet your obligations to us, we may charge the payment method associated with your WBFG Pay Account for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection of your delinquent WBFG Pay Account and related chargebacks in addition to the amount owed, including, without limitation, attorneys' fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.Additionally, we may require a personal guarantee from the principal of your business for funds owed under this Agreement. If we require a personal guarantee we will specifically inform you in advance.You agree that all communication in relation to delinquent accounts may be made by mail, electronic mail, or by phone, to any contact information provided to WBFG by you.

  4. Reserves Funds held in reserves are amounts of money set aside to cover your chargebacks, refunds, or other payment obligations under this Agreement (the "Reserve"). If a reserve is established for your WBFG Pay Account, we will set the terms of your Reserve and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for a Transaction are held for a period of time, or that additional amounts are held in the Reserve. We, in our discretion, may elect to change the terms of the Reserve at any time, for any reason, based on your payment processing history or as requested by the Payment Processor.We may require you to fund the Reserve by means of:(i) any funds payouts made or due to you for Transactions submitted to WBFG Pay;(ii) amounts available in your bank account associated with your WBFG Pay Account by means of ACH debit to your WBFG Pay Account; or(iii) other sources of funds associated with your WBFG Pay Account; or(iv) requesting that you provide funds to us for deposit to the Reserve.You agree that:(i) you are not entitled to any interest or other compensation associated with the funds held in the Reserve;(ii) you have no right to direct that account;(iii) you may not assign any interest in those funds or that account; and(iv) in the event that this Agreement or your WBFG Service is terminated, we may use the funds in the Reserve to settle any outstanding Transactions and apply any remaining amounts to any outstanding balances you may owe us for your use of WBFG 's products and services.

  5. Contesting Chargebacks and Retrievals You or WBFG may elect to contest chargebacks or retrievals assessed to your WBFG Pay Account. We, at our sole discretion, may provide you with assistance, including notifications and software to help contest your chargebacks or retrievals. We do not assume any liability for our role or assistance in contesting chargebacks or retrievals.You grant us permission to share records or other information required with the cardholder, the cardholder's financial institution, and your financial institution to help resolve any chargeback or retrievals. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in an irreversible chargeback being assessed, in addition to any other remedies we may have under this Agreement or applicable law.If the cardholder's issuing bank or the Payment Network does not resolve a dispute in your favor, we may recover the chargeback amount and any associated fees from you as described in this Agreement.We reserve the right, upon notice to you, to charge a fee for mediating or investigating chargeback or retrieval disputes.

  6. Submission of Valid Transactions You must not submit any Transactions which:(i) have not been approved by the card or bank account holder or is known by you to be fraudulent;(ii) are outside your normal course of business; or(iii) are made by you (including but not limited to your personal accounts or credit cards), your family members, principals, or employees which are not for business purposes.If we reasonably believe that a Transaction violates any of the provisions or terms of this Agreement or that a Transaction is fraudulent, we may at our sole discretion, and in addition to any other remedies we may have,(i) refuse to allow a Transaction to be processed;(ii) process the Transaction and retain the funds received from such processing until such time that we are able to ascertain the validity of the Transaction in accordance with applicable rules and regulations;(iii) suspend processing Transactions on your behalf and/or terminate this Agreement; or(iv) modify this Agreement.

5. Term and Termination
  1. Term of this Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continue so long as you use WBFG Pay or until terminated by you or by WBFG in accordance with this Agreement.

  2. Termination You may terminate this Agreement by closing your WBFG Pay Account or your WBFG Account at any time (always subject to compliance with T&C). We may terminate this Agreement and close your WBFG Pay Account at any time, for any reason, upon notice to you. We may suspend your WBFG Pay Account at any time for any reason, with or without prior notice to you.We may terminate your WBFG Pay Account and your access to WBFG Pay and any rights in respect of your WBFG Pay Account, or terminate this Agreement, at any time, for any reason or for no reason, including if:(i) we determine that you may be ineligible for WBFG Pay because of the risk associated with your WBFG Pay Account, including, without limitation, significant credit or fraud risk, or for any other reason as determined by us;(ii) you do not comply with any of the provisions of this Agreement, the Processor Terms, or our T&C; or(iii) upon request of the Payment Network, the Payment Processor, or a card issuer. Termination of the Processor Terms may, at the discretion of WBFG , result in a termination of this Agreement. Termination of this Agreement shall entitle WBFG to cause the Payment Processor to terminate the Processor Terms as well.Termination of this Agreement will not necessarily terminate your T&C, unless we determine otherwise. However, termination of your T&C will automatically terminate your access to WBFG Pay. We reserve the right to terminate your T&C (subject to its terms) in conjunction with this Agreement.

  3. Effects of Termination Upon termination and closing of your WBFG Pay, we will immediately discontinue your access to WBFG Pay. You agree to complete all pending Transactions and stop accepting new Transactions through WBFG Pay. You will not be refunded the remainder of any Processing Fees that you have paid for WBFG Pay if your access to or use of WBFG Pay is terminated or suspended. Any funds in the Payment Processor's Financial Services Provider's custody will be paid out to you subject to the terms of your Payout Schedule (as defined in the Processor Terms).Termination does not relieve you of your obligations as defined in this Agreement, and the Payment Processor may elect to continue to hold any funds deemed necessary, pending resolution of any other terms or obligations defined in this Agreement, including, but not limited to, chargebacks, fees, refunds, or other investigations or proceedings.Upon termination you agree:(i) to immediately cease your use of WBFG Pay;(ii) that the license granted under this Agreement shall end;(iii) that we reserve the right (but have no obligation other than those imposed by applicable laws or regulations) to delete all of your information and account data stored on our servers;(iv) that we will not be liable to you for compensation, reimbursement, or damages in connection with your use of WBFG Pay, or any termination or suspension of your use of WBFG Pay, or deletion of your information or account data; and(v) that you will still be liable to us for any fees, fines, or other financial obligations you owe us related to your use of WBFG Pay prior to termination.

6. Liabilities and Warranties
  1. Your Liabilities and Indemnities Nothing in this Agreement shall serve to diminish your liability under the Processor Terms or the T&C. In addition to your obligations in this Agreement, you are obliged to fulfill your obligations under this Agreement and those under the Processor Terms and the T&C.If we become liable to the Payment Processor or any other third party for any penalties, fines, fees, or other liabilities under or in respect of the Processor Terms, WBFG Pay, or the Payment Network Rules related to or arising from your use of WBFG Pay, you agree to indemnify and hold us harmless from and against any and all such liabilities.You agree to indemnify and defend WBFG, our affiliates, and their and our respective officers, employees, agents and service providers (collectively, the "WBFG Entities") against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a "Claim") brought by a third party against the WBFG Entities, and you agree to fully reimburse the WBFG Entities for any Claims that result from:(i) your breach of any provision of this Agreement;(ii) any fees, fines, penalties, disputes, reversals, returns, chargebacks (as such terms are defined in the Processor Terms), or any other liability we incur that results from your use of WBFG Pay;(iii) negligent or willful misconduct of your owners, employees, contractors, or agents;(iv) contractual or other relationships between you and your customers; or(v) third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions, including, but not limited to, indemnification of the Payment Processor or any Payment Network.We will have the final decision-making authority with respect to any Claims, including, without limitation, claims for refunds for purchased items that are filed with us by you or your customers. You will be required to reimburse us for any liability incurred by the WBFG Entities. This will include the full purchase price of the item plus the original shipping cost (and in some cases you may not receive the item back). You will not receive a refund of any fees paid to us.If you are liable for any amounts owed to us as a result of a Claim, we may immediately remove such amounts from your Reserve Account and deduct the amounts owed to us from such Reserve Account funds. If you do not have sufficient funds in your Reserve Account to cover your liability, you will be required to immediately add additional funds to your Reserve Account to cover funds owed to us. If you do not do so, we may engage in collections efforts to recover such amounts from you at your cost and expense.

  2. Your Warranties You represent and warrant to us that:(i) if you are a sole proprietor, you are at least eighteen (18) years of age or, if you are a corporation or other entity, that the person entering into this Agreement on your behalf is at least eighteen (18) years of age, is authorized to act on your behalf, and has the authority to bind you to this Agreement;(ii) you are eligible to register and use WBFG Pay and have the right, power, and ability to enter into and perform under this Agreement;(iii) the name or domain identified by you when you registered is your name or business name under which you sell goods and services and the information that you have provided to us in your application is accurate and complete;(iv) you are not a member of an organized crime group, a party who has been a member of an organized crime group in the past five years, a quasi-member of an organized crime group, a corporate racketeer, or other similar party, nor are any of your officers or employees a member of the foregoing; and(v) you will not carry out, nor use a third party to carry out, any unlawful or illegal acts.You hereby covenant to us that:(i) any Transactions submitted by you will represent a bona fide sale by you;(ii) any Transaction submitted by you will accurately describe the goods and/or services sold and delivered to a customer;(iii) you will fulfill all of your obligations to each customer for which you submit a Transaction and will resolve any disputes or complaints directly with your customers;(iv) you and all Transactions initiated by you will comply with all applicable laws, rules, and regulations applicable to your business, including, but not limited to, any applicable tax laws and regulations;(v) except in the ordinary course of business, no Transaction submitted by you through WBDG Pay will represent a sale to any principal, partner, proprietor, or owner of your entity;(vi) you will not use WBFG Pay, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use or others' use of WBFG Pay; and(vii) any information you provide to us will be accurate and complete.



7. General Legal Terms
  1. Disputes and Choice of Law You agree that any disputes arising out of or relating to this Agreement or WBFG Pay shall be resolved in accordance with this Section. Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or invalidity thereof, is governed by the substantive law of the Republic of Cyprus. The seat, or legal place, is the Republic of Cyprus. The governing law of the contract is the law of the Republic of Cyprus.

  1. Right to Amend or Addend We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, change the prices for, or impose conditions on any feature or aspect of WBFG Pay or software with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice in your WBFG Pay Account, or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of WBFG Pay after our publication of any such changes shall constitute your acceptance of this Agreement as modified.

  2. Assignment and Parties This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without your consent or other restriction.This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition), or any permitted assignments.

  3. Change of Business or Bankruptcy You agree to give us at least thirty (30) days prior notification of your intent to change your current product or services types, your business or trade name, or the manner in which you accept payments. You agree to provide us with prompt notification within three (3) days if you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, bankruptcy, or similar action or proceeding initiated by or against you or any of your principals (any of the foregoing, a "Bankruptcy Proceeding").You will include us on the list and matrix of creditors as filed with any bankruptcy, commercial or civil court in connection with any Bankruptcy Proceeding, whether or not a claim may exist at the time of filing. Failure to do so will be cause for immediate termination of this Agreement and shall allow the pursuit of any other action available to us under the applicable Payment Network Rules, equity, or law.

  4. Survival Sections 2, 4, 5, 6, and 7 of this Agreement shall survive termination of this Agreement.

  5. Force Majeure No party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, non-performance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under this Agreement, including, without limitation, for reversals, chargebacks, claims, fines, fees, refunds or unfulfilled products and services.

Terms and conditions
WBFG LTD. ("WBFG ", "we", or "us") provides you ("you") a service for automation of order flow for makers and manufacturers (the "WBFG Service"). WBFG Service is accessible by you and the users of your Web Site through a WBFG Widget ("Widget") that you must install on your Web Site. A Widget is a small software module operating within or connecting to the WBFG environment and appearing on a Web Site of your designation, which provides you with access to a variety of content and services provided by WBFG and its network of job shops and other manufacturers.
Widget & Launching Code
The WBFG Service will be made available to you and your customers through a Widget that you will be asked to place on your Web Site. You hereby consent to the placement of such a widget on your Web Site. You will need to insert an HTML and/or JavaScript code snippet provided by WBFG (the "Launching Code") in the HTML code for your Web Site in order to obtain the Widget and launch it on your Web Site. You are granted the non-exclusive, non-transferable right to insert any such Launching Code in the HTML code for your Web Site for the sole purpose of accessing and launching the Widget on your Web Site pursuant to these Terms and Conditions. You may not use the Launching Code for any other purpose. The Widget and Launching Code provided by WBFG under these Terms and Conditions are exclusively owned by WBFG . Copying, alteration, disassembly, translation, decompilation or reverse engineering of the Widget or Launching Code is strictly prohibited and you will not attempt to discover any source code, underlying ideas, techniques or know-how relating to the widget or Launching Code. You may not modify the Widget or Launching Code. If for any reason whatsoever you do modify the Widget or Launching Code, in addition to the same being a breach of these Terms and Conditions, you recognize that WBFG shall be the owner of all rights, including all copyrights, in and to all modifications. You will not remove any copyright, proprietary or licensing notices from the widget or Launching Code provided by WBFG . You shall not duplicate the Widget or Launching Code and shall not sell, loan, lease or otherwise make the Widget or Launching Code available to any third party.

Account Setup
To use the WBFG Service, you need to set up an account (the "Account") by registering on the WBFG Web Site and installing the Widget by inserting the "Launching Code" in the HTML code for your WebSite.

When you register an account, we will prompt you for registration information, such as your name, email address, account password, and e-mail address. For any Account we or our billing processors collect your billing information upon initial registration. Your registration information is protected by our Privacy Policy, the most current terms of which are incorporated by reference and which can be found at http://improvefactory.com.

Please Be Aware That You Must Provide Complete And Accurate Information To Our Payment Processor Or Your Payment May Be Affected. You Must Promptly Update All Information To Keep Your Billing Account Current, Complete And Accurate (Such As A Change In Billing Address, Credit Card Number, Or Credit Card Expiration Date), And You Must Promptly Notify Us Or Our Payment Processor If Your Payment Method Is Canceled (E.G., For Loss Or Theft) Or If You Become Aware Of A Potential Breach Of Security, Such As The Unauthorized Disclosure Or Use Of Your User Name Or Password. If You Fail To Provide Any Of The Foregoing Information, You Agree That We May Continue Charging You For Any Use Of Paid Services Under Your Billing Account Unless You Have Terminated Your Paid Services.

You further agree (a) not to provide your password to anyone who is not your employee, and (b) to ensure all individuals permitted to use your account information are aware of and have agreed in writing to comply with the terms of these Terms and Conditions. If your purchase includes Technology Set Up Service, WBFG support personnel will provide a one-time technology pricing set up based on the data that you provide.

Free Trial Period
You shall receive a 14-day free trial period, effective from the date that you set up your Account. During the free trial period you will not be subject to any monthly subscription fees or over-the-limit fees. You must provide valid credit card information immediately after the end of the free trial period in order to continue to use the WBFG service.
Subscription Period, Subscription Fees, Exceeding Quotas
Subscription Period. The subscription period for Accounts can be monthly, yearly or another duration described in the account features for your account ("Subscription Period"). Subscription Period commences from the moment when your Account is registered (except for on-premise installation of software, when it commences from the moment when the WBFG product is installed on your server and is fully operational).

Subscription Fees. All Accounts are subject to fees based upon the account terms that you have selected ("Subscription Fees"). The terms of the Account that you may choose (and which will be used to calculate your applicable fees) may include, in particular, maximum number of parts to be quoted monthly, number of active machines, number of users, limits on uploaded files, etc. (the "Account Limits"), as described in detail at Home page (improvefactory.com).

For renewals, WBFG or its payment processor may automatically charge your credit card the amount of the then-current fee applicable to your terms of the Account, plus applicable taxes. All payments are non-refundable (in particular - WBFG will not provide refunds if usage is low or discontinued by you for any reason during the Subscription Term). Your credit card will be charged an advance monthly or yearly subscription fee on the day you sign up for the Account. To the extent that payment mechanisms are provided through third parties (the "Payment Processors"), you agree that WBFG shall have no liability to you arising out of the acts or omissions of such third parties. You consent to allow WBFG to charge your credit card, either directly or through its payment processors, for the amounts due for your initial subscription period and for additional subscription periods until your account is terminated by you or WBFG . If you do not pay on time or if WBFG cannot charge your credit card, PayPal or other payment method for any reason, WBFG reserves the right to either suspend or terminate your access to your account and the WBFG Service and terminate these Terms and Conditions.

Exceeding the Account limits. If at any moment you exceed any of your Account Limits, then your Account can be automatically upgraded without further notice (so that your Subscription Fee will be recalculated on the basis of such exceeded Account Limits as described in detail at Home page (improvefactory.com), and for this and the following month(s) of your Subscription Period you will be charged the adjusted Subscription Fee (the "Upgraded Fee"). If your Account uses a plan with monthly billing, that Upgraded Fees will apply to the month, when Account Limits were exceeded, and to any subsequent month. If your Account uses a prepaid plan with annual billing, then a one-off fee (the "Plan Upgrade Fee") will be charged to cover the difference between your fees under your initial prepaid plan and the Upgraded Fees for the prepaid but not yet used portion of your prepaid Subscription Period, and monthly bills will be issued to charge for exceeding the relevant Account Limits (e.g. – number of quotations).

You consent to allow WBFG to charge your credit card, either directly or through its payment processors, for the amounts due for the accrued Upgraded Fee or Plan Upgrade Fee on the billing day of each month until your account is terminated by you or WBFG .

More information about our Subscription Fees can be found here Home page (improvefactory.com). By submitting your payment information you authorize your credit card to be charged the amount listed at the checkout screen or any Upgraded Fee or Plan Upgrade Fees. All prices are subject to change with due notice as described below.

Your subscription will automatically renew at the end of the subscription term for the period indicated in your initial purchase invoice, based on (i) your initial Subscription Fee or (ii) the Upgraded Fee, unless you cancel it as provided in the policy.

All fees payable for using WBFG services are subject to an annual indexation at 3% flat rate, automatically effected on 01 January of each calendar year.

Failed charges
It is your explicit responsibility to make the valid card available for automatic charging in accordance with official invoices from WBFG. Should the transaction fail we shall notify you immediately and allow up to 5 business days to remedy the situation. Any failure of WBFG to collect payment from you does not terminate our obligation to make such payment, WBFG reserves all rights to claim from you the outstanding payments by any legitimate means.

Should our auto charging attempts fail during this grace period, your widget and access to Management Console will be blocked without delay. You would then have access only to the Billing section where you can input valid card information in order to continue using our service.
Other payment methods
By default, you consent to allow WBFG to charge your bank card, either directly or through its payment processors. You may also make payments via wire transfer, company checks or other methods explicitly allowed on the WBFG web site or agreed with you by WBFG . In case you want to pay the invoices by wire transfer, FX wire, ACH or checks, you are responsible for adding an additional USD 25 to each transaction to cover bank fees. Payment expenses for other payment methods can be set on WBFG web site or communicated to you by WBFG when you discuss such alternative payment methods.
Renewals and Cancellations
By default, in order to provide you with uninterrupted and hassle free service, once you have submitted your payment information, your credit card will be automatically charged for subsequent time periods after the initial period where you authorize payment unless you cancel the account by the end of the then-current Subscription Period. For example, if you have paid for a monthly subscription, after the first month your credit card will be automatically billed at the applicable rate for the following month. By paying for the WBFG Service and/or Widget and authorizing payment on your credit card, you authorize us to automatically charge your credit card for any subsequent periods after your initial payment. You explicitly authorize us to charge your credit card without providing additional notice to you after your initial payment. You can cancel your account by contacting customer service with a request in writing (for the avoidance of doubt, such request shall be sent on your letterhead to the contact email at WBFG that you will be using). Once your cancellation request is duly submitted, WBFG will not be obligated to refund any payment made; any unpaid fees due through the end of your Subscription Term are due immediately. You would be allowed to use the WBFG service up till the end of the period paid for. Unless request for cancellation is submitted before the last 60 calendar days of the initial and any subsequent Subscription Term, the Subscription Term upon its expiry is automatically extended for a 12-month period, commencing on the first day following the last day of the initial or any subsequent Subscription Term.

Upgrades and Downgrades
Account Upgrades. You can upgrade your Account at any time by increasing any of the Account Limits. When you upgrade your Account, we will apply the unused portion of your old Subscription Fee to the cost of your upgraded Account.

Downgrades. You can downgrade your Account by decreasing any of the Account Limits.

Any upgrade or downgrade shall apply from the next month.

You acknowledge and accept that downgrading your Account may cause the loss of data, features, or capacity of your account.
Additional Offerings
From time to time we may offer additional offerings, such as various modules to enhance the WBFG Service. These offerings may be offered to you separate and in addition to the Subscription Fee. Unless stated in writing otherwise, these Terms and Conditions shall be applicable to any such additional offerings.
Requirements to Use the Improve Factory Service
To use the WBFG Service, you will need to have a compatible computer or mobile device with Internet access. If you access the WBFG Service using a wireless data plan on your mobile device, you may incur increased charges from your wireless carrier. You are responsible for paying all wireless charges and for all equipment and other third party services you use to access the WBFG Service.
Usage Restrictions
General Restrictions. Your account is for your individual use only. You may not resell accounts or any account features. WBFG reserves the right in its sole discretion to take any action that it deems necessary if you violate these Terms and Conditions, including suspension or termination of your account.
WBFG Service Limitations
WBFG uses commercially reasonable efforts to make the WBFG Service available 7 days a week 24 hours a day. However, WBFG does not guarantee availability of the WBFG Service, shall not have any liability to you for any unavailability of the WBFG Service, and is under no obligation to provide you with maintenance, technical support or updates for the Software or WBFG Service unless provided in conjunction with your plan type and, if provided, in the manner as determined by WBFG from time to time. We will use commercially reasonable efforts to provide twenty-four (24) hour advance notice to you in the event of any scheduled downtime. We reserve the right to suspend or terminate access to your account if your use of the WBFG Service disrupts, impedes or otherwise negatively impacts the operation of the WBFG Service or the use of the WBFG Service by other customers or if you violate any of these Terms.
License to Use the WBFG Service and Widget
License. Subject to these Terms, WBFG grants you a revocable, limited, non-transferable, non-exclusive license to (i) access and use the WBFG Service; (ii) install the Widget on devices within your possession and control; and (iii) use the Widget to access and use the WBFG Service for your own use. Except for the foregoing license grant, these Terms and Conditions do not grant you any rights to patents, copyrights, trade secrets, trademarks, source code, or any other right, title or interest in the Widget or WBFG Service, ownership of which is retained by WBFG . All updates to the WBFG Service and/or the Widget are governed by these Terms and Conditions.

Compliance. You agree to comply with any local laws and regulations regarding your right to download, install, import, export or use the Widget and/or WBFG Service. You warrant that you have obtained sufficient consent and rights (i) to access any third party or end users systems or networks, and (ii) to access, use and store all data and files on the WBFG systems or otherwise use via the WBFG Service such data and information. You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the WBFG Service available to any third party; (c) modify, adapt, or hack the WBFG Service or otherwise attempt to gain unauthorized access to the WBFG Service or related systems or networks; (d) falsely imply any sponsorship or association with WBFG , (e) use the WBFG Service in any unlawful manner, including but not limited to violation of any persons privacy rights; (f) use the WBFG Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any persons intellectual property rights; (g) use the WBFG Service in any manner that interferes with or disrupts the integrity or performance of the WBFG Service and its components (h) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software; (i) use the WBFG Service to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (j) carry out any distributed denial-of-service attacks; (k) use the WBFG Service to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software ("Malicious Software"); or (m) try to use, or use the WBFG Service in violation of these Terms and Conditions.

Your and Your Customers Content
You are legally responsible for all information, data or other materials uploaded, posted or stored in connection with your or your customers use of the WBFG Service ("Content"). WBFG is not responsible for your Content. You on behalf of yourself and on behalf of your customers hereby grant WBFG a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the WBFG Service, including, but not limited to, the license to use, reproduce and transfer the Content to any manufacturing equipment within the WBFG network solely to enable the such equipment to create a part based on your design, and hereby represent and warrant that you have all the rights necessary to grant us such license. You are responsible for any Content that may be lost or unrecoverable through your use of the WBFG Service.

You are responsible for the Content you or your customers submit, upload, post or otherwise make available on or through the WBFG Service (each a "Submission"). You and your customers may not upload, post or otherwise make available on the WBFG Service any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any Submission that you make. You and your customers may not upload, post or otherwise make available on the WBFG Service (i) Content that contains hate speech in any form; (ii) Content that contains nudity that is not artistic in nature and/or explicit sexual content; (iii) Content that exploits images or the likeness of minors; (iv) Content that depicts violence, is obscene, abusive, fraudulent or threatening; (iv) Content that resembles weapons or weapon accessories, except for nonfunctioning miniatures; or (v) Content that is generally offensive or in bad taste, as determined by WBFG in its sole discretion.

You have full responsibility for each Submission you or your customers make, including its legality, reliability and appropriateness.

You agree and acknowledge that your Web Sites Terms and Conditions have stringent prohibitions for your customers on the uploading of any content that constitutes infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you or your customers to or through the Widget or the WBFG Service.

You agree to keep the Submissions made by your customers through the Widget strictly confidential.

You Are Solely Responsible For The Accuracy And Appropriateness Of All Data And Content Within Your Web Site; Including Sales Tax Calculations, Product Pricing, And Product Descriptions, Shipping Charges, Contact Information, Email Communications, And Electronic Payment Processing. WBFG Will Not Be Held Responsible For Inaccurate Information And Any Potential Damages Caused By Such Inaccuracies. You Further Understand That WBFG May Not Maintain Copies Of Files Or Documents That Are Sent By You And That You Are Solely Responsible For Backing Up This Data.

Term and Termination
Your rights to use the WBFG Service and the Widget are effective through the end of the applicable Subscription Period unless earlier terminated. These Terms will terminate upon the posting of a new version of these Terms on the WBFG website with notice to you (which you acknowledge that WBFG may provide by any means, including without limitation, by posting on the WBFG website), in which case the new Terms shall apply to you unless you cancel your account within a 10 day period.

We may occasionally need to change the features of our Accounts and/or change the prices charged for these accounts. In the event of any increase in the price or material reduction in the features of any Account to which you subscribe, we will communicate these change(s) to you at least thirty days in advance and the changes will only take effect with respect to any subsequent renewal of your Subscription.

WBFG may terminate your Account (i) effective as of the end of the then-current Subscription Period for any reason or no reason and without liability to you; (ii) with cause at any time without notice; and (iii) without cause during the Subscription Period provided that WBFG returns a pro rata portion of the Subscription Fee to you.

Upon termination, the licenses granted to you by WBFG shall cease and you shall promptly delete or uninstall the Software.

In the event of expiration or termination of your account, the representations made by you in these Terms and the Sections entitled "Compliance", "Term and Termination", "Disclaimer of Warranties", "Limitation of Liability", "Indemnification", and "General" shall survive such expiration or termination.

Disclaimer of Warranties
The WBFG Service And The Widget Are Provided "As Is" Without Warranty Of Any Kind. To The Maximum Extent Permitted By Applicable Law, WBFG Expressly Disclaims All Warranties Of Any Kind, Whether Express, Implied, Or Statutory, Including, But Not Limited The Implied Warranties Of Merchantability, Fitness For A Particular Purpose, And Non-infringement. WBFG Does Not Warrant That: (I) The Use Or Quality Of The Widget Or WBFG Services Will Be Uninterrupted, Error-free, Timely, Secure Or Meet Your Requirements Or Expectations; (Ii) The Results Obtained From Use Of The Widget Or WBFG Service Will Be Accurate Or Reliable; Or (Iii) Any Errors In The Widget Or The WBFG Service Will Be Corrected. The Entire Risk Arising Out Of The Use Or Performance Of The Widget And WBFG Service Remains With You. For the purposes of using WBFG Service, the developed pricing algorithm is considered to be accurate if parts pricing accuracy is not less than eighty percent to the original pricing data provided by the customer.

Limitation of Liability
To The Maximum Extent Permitted By Applicable Law, In No Event Shall WBFG Or Its Suppliers Be Liable For Any Special, Incidental, Indirect, Punitive, Or Consequential Damages Whatsoever, Including, But Not Limited To, Damages For: Loss Of Profits, Loss Of Confidential Or Other Information Or Data, Business Interruption, Personal Injury, Loss Of Privacy, Failure To Meet Any Duty, Negligence, And Any Other Pecuniary Or Other Loss Whatsoever, Arising Out Of This Agreement Or In Any Way Related To The Use Of Or Inability To Use The Widget Or The WBFG Service Even If WBFG Or Any Supplier Has Been Advised Of The Possibility Of Such Damages. Because Some Countries/Jurisdictions Do Not Allow The Exclusion Or Limitation Of Liability For Consequential Or Incidental Damages, The Above Limitation May Not Apply To You. In No Event Shall WBFG 's Total Liability To You For All Damages (Other Than As May Be Required By Applicable Law In Cases Involving Personal Injury) Exceed The Amount Of Money That You Have Paid To WBFG In The Preceding Twelve Months Period. The Foregoing Limitations Will Apply Even If The Above Stated Remedy Fails Of Its Essential Purpose. These Limitations Of Liability Also Apply With Respect To Damages Incurred By You By Reason Of Any Products Or Services Sold Or Provided By Third Parties Other Than WBFG And Received Through Or Advertised On Or Through The WBFG Service. You Agree That In The Event You Incur Any Damages, Losses Or Injuries That Arise Out Of WBFG 's Acts Or Omissions, The Damages, If Any, Caused To You Are Not Irreparable Or Sufficient To Entitle You To An Injunction Preventing Any Exploitation Of Any Web Site, Property, Product, Service, Or Other Materials Owned Or Controlled By The WBFG Parties, And You Will Have No Rights To Enjoin Or Restrain The Development, Production, Distribution, Advertising, Exhibition Or Exploitation Of Any Web Site, Property, Product, Service, Or Other Materials Owned Or Controlled By WBFG .

Some Countries/Jurisdictions Do Not Allow The Limitation Or Exclusion Of Liability In Contracts With Consumers And As A Result The Contents Of This Section May Not Apply To You.

Internet Disclaimer
You Acknowledge And Agree That The Internet Is A Network Of Private And Public Networks And That (I) The Internet Is Not A Secure Infrastructure, (Ii) WBFG Has No Control Over The Internet, And (Iii) WBFG Shall Not Be Liable For Damages Under Any Theory Of Law Related To The Discontinuance Of Operation Of Any Portion Of The Internet Or Possible Regulation Of The Internet That Might Restrict Or Prohibit The Operation Of The WBFG Service.
You agree to indemnify, defend and hold WBFG and its officers, directors, employees, agents, licensors, and suppliers harmless from and against all claims, liabilities, losses, expenses, damages, and costs, including but not limited to reasonable attorneys' fees in connection with (i) your use of the Widget or the WBFG Service, (ii) your customers use of the Widget or the WBFG Service; (iii) your violation of these Terms and Conditions, (iv) your customers violation of these Terms and Conditions; (v) your violation of any third-party rights, including any intellectual property rights; or (vi) your customers violation of any third-party rights, including any intellectual property rights.
Electronic Communications
By using the Widget and the WBFG Service, you consent to receiving electronic communications from WBFG . These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Widget and the WBFG Service. These electronic communications are part of your relationship with WBFG . You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
Use of WBFG Network of Suppliers
The WBFG Service may offer you or your customers the opportunity to use the manufacturing services and other related services ("Commercial Services") through our network of suppliers ("Suppliers"). We are merely providing the platform for buyers and sellers to negotiate and complete transactions for these Commercial Services. When you or your customer purchases a Commercial Service, payments will be processed through our third party payment service provider. Unless expressly stated on the WBFG Service, referrals to the Suppliers should in no way be considered as or interpreted to be WBFG 's endorsement of such Suppliers or any product or service offered through them. You agree that WBFG will not, under any circumstances, be responsible or liable, directly or indirectly, for any goods, services, information, resources and/or content available on or through any suppliers or any dealings or communications with such suppliers, or for any harm related thereto, or for any damages or loss caused or alleged to be caused by or in connection with your use or reliance on the content or business practices of any supplier.
"Confidential Information" of a party shall mean all confidential or proprietary information and documentation of such party, whether or not marked as such. Confidential Information does not include (i) information that is or becomes generally known to others, but not as a result of breach of confidentiality obligations or other wrongful acts; (ii) information that was known to the receiving party at the time of disclosure; (iii) information learned from a third party holding same lawfully and not subject to confidentiality obligations; and (iv) information required to be disclosed by law, regulation, or court order, to the extent such requirement is actually imposed and only after prompt notice to the other party. You and WBFG agree to hold the others Confidential Information in confidence; to use the others Confidential Information only to perform the duties and exercise the rights set forth in these Terms and Conditions and pursuant to the WBFG Service; and not to disclose the others Confidential Information to third parties (except authorized employees and agents having a reasonable need to know) without the disclosing party's express prior written consent. You and WBFG shall safeguard the others Confidential Information against unauthorized use and disclosure with means at least as secure as it employs to safeguard its own Confidential Information, and in no event with less than reasonable means.

Dispute Resolution and Arbitration; Class Action Waiver.

Most customer concerns can be resolved quickly and to a customer's satisfaction by contacting us at support@improvefactory.com. This Dispute Resolution and Arbitration; Class Action Waiver Provision (this "Provision") facilitates the prompt and efficient resolution of any disputes that may arise between you and WBFG . Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision. You have the right to opt-out of this Dispute Resolution and Arbitration; Class Action Waiver provision (this "Provision"), which means you would retain your right to litigate your disputes in a court, either before a judge or jury.

Please read this Provision carefully. It provides that all Disputes between you and WBFG shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into this agreement constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney's fees).

For the purpose of this Provision, the "Company" means WBFG and its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, and agents. The term "Dispute" means any dispute, claim, or controversy between you and the Company regarding any aspect of your relationship with the Company, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). "Dispute" is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties relating to services or products provided or billed to you (such as the Company's licensors, suppliers, dealers or third party vendors) whenever you also assert claims against us in the same proceeding.

We each agree that, except as provided below, any and all disputes, as defined above, whether presently in existence or based on acts or omissions in the past or in the future, will be resolved exclusively and finally by binding arbitration rather than in court in accordance with this provision.

Pre-Arbitration Claim Resolution
For all Disputes, whether pursued in court or arbitration, you must first give the Company an opportunity to resolve the Dispute. You must commence this process by emailing written notification to WBFG LTD, at support@improvefactory.com. That written notification must include (1) your name, (2) your address, (3) a written description of your Claim, and (4) a description of the specific relief you seek. If the Company does not resolve the Dispute within 45 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.
Exclusions from Arbitration/Right to Opt Out
Notwithstanding the above, you or the Company may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) You opt-out of these arbitration procedures within 30 days from the date that you first consent to this agreement (the "Opt-Out Deadline"). You may opt out of this Provision by e-mailing written notification to WBFG LTD., support@improvefactory.com. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with the Company through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with the Company. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.
Arbitration Procedures
If this Provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or the Company may initiate arbitration proceedings.

The Cyprus Center for Alternative Dispute Resolution provides for specific Arbitration Rules for any type of claim. Our rules are based on UNCITRAL Arbitration Rules.

Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Cyprus Center for Alternative Dispute Resolution Rules (A.D.R. Cyprus Center Ltd) which Rules are deemed to be incorporated by reference into this clause. The seat, or legal place, of arbitration shall be the Republic of Cyprus. The governing law of the contract shall be the substantive law of the Republic of Cyprus.

Class Action Waiver
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and the Company specifically agree to do so following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you.Neither you, nor any other user of the Site can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the Dispute will be decided by a court.
This Provision shall survive the termination of these Terms or your use of the Widget and the WBFG Services. Notwithstanding any provision in this Agreement to the contrary, we agree that if the Company makes any change to this Provision (other than a change to the Notice Address), you may reject any such change and require the Company to adhere to the language in this Provision if a dispute between us arises.
Change of the Terms and Conditions
We reserve the right to make changes to the WBFG Service or these Terms and Conditions at any time. Such amended Terms and Conditions shall be effective within 15 days from posting on our Web Site and will have no effect on transactions that were completed before such posting. Please check the Terms and Conditions published on our Web Site regularly to ensure that you are aware of all terms governing the WBFG Service.
These Terms and Conditions shall be governed by and interpreted in accordance with the law of the Republic of Cyprus.

You agree that conflicts of laws principles of such laws, the Uniform Computer Information Transactions Act, and the United Nations Convention on Contracts for the International Sale of Goods (1980) and its successors are excluded in their entirety from application to these Terms and Conditions. Neither these Terms and Conditions nor any rights or obligations of you hereunder may be assigned by you in whole or in part without the prior written approval of WBFG . Any assignment in violation of the foregoing shall be null and void. If any part of these Terms and Conditions is for any reason found to be invalid, illegal or unenforceable, all other parts nevertheless remain valid, legal and enforceable. In lieu of the unenforceable provision, the parties agree that the court should attempt to effect as much as possible the economic, legal and business objectives as were intended by the unenforceable provision. WBFG shall not be liable for any delay in the performance hereunder due to causes beyond its control, including but not limited to an act of God, war or natural disaster. These Terms and Conditions set forth the entire understanding and complete and exclusive statement of the agreement between WBFG and you and they supersede any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of these Terms and Conditions. You have no third party beneficiaries to these Terms and Conditions. Notwithstanding any law, rule or regulation to the contrary, you agree that any claim or cause of action you may have arising out of these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Contact Us
If you have any questions about these Terms and Conditions or otherwise need to contact WBFG LTD. for any reason, you can reach us at support@improvefactory.com.